<PAGE>

EXHIBIT 4.5

                             FORM OF SERIES H NOTES

[Insert the Global Note Legend, if applicable, pursuant to the provisions of the
                    Indenture and the Officer's Certificate]

[Insert the Private Placement Legend, if applicable, pursuant to the provisions
                of the Indenture and the Officer's Certificate]

                          SIERRA PACIFIC POWER COMPANY
         6 1/4% General and Refunding Mortgage Notes, Series H, due 2012

<TABLE>
<S>                                  <C>                          <C>
Original Interest Accrual Date:      April 16, 2004               Redeemable: Yes |X|  No | |
Stated Maturity:                     April 15, 2012               Redemption Date: See Below
Interest Rate:                       6 1/4%                       Redemption Price: See Below
Interest Payment Dates:              April 15 and October 15
Record Dates:                        April 1 and October 1
</TABLE>

                     The Security is not a Discount Security
              within the meaning of the within-mentioned Indenture.

                                   ----------

                                                           CUSIP No. 826418 BA 2

         6 1/4% General and Refunding Mortgage Notes, Series H, due 2012

No. R-1                                                             $100,000,000

      Sierra Pacific Power Company, a Nevada corporation, promises to pay to
Cede & Co. or registered assigns, the principal sum of $100,000,000 Dollars on
April 15, 2012.

      1. Interest. Sierra Pacific Company, a Nevada corporation (the "Company"),
promises to pay interest on the principal amount of this Series H Note at 6 1/4%
per annum, from April 16, 2004 until maturity and shall pay the Liquidated
Damages payable pursuant to Section 5 of the Registration Rights Agreement
referred to below. The Company shall pay interest and Liquidated Damages, if
any, semi-annually in arrears on April 15 and October 15 of each year, or if any
such day is not a Business Day, on the next succeeding Business Day (each an
"Interest Payment Date"). Interest on the Series H Notes shall accrue from the
most recent date to which interest has been paid or, if no interest has been
paid, from Original Interest Accrual Date specified above; provided that if
there is no existing Default in the payment of interest, and if this Series H
Note is authenticated between a record date referred to on the face hereof and
the next succeeding Interest Payment Date, interest shall accrue from such next
succeeding Interest Payment Date, except in the case of the original issuance of
Series H Notes, in which case interest shall accrue from the Original Interest
Accrual Date specified above; provided, further,

<PAGE>

that the first Interest Payment Date shall be October 15, 2004. The Company
shall pay interest (including postpetition interest in any proceeding under the
Bankruptcy Law) on overdue principal and premium, if any, from time to time on
demand at the rate borne on the Series H Notes; it shall pay interest (including
post-petition interest in any proceeding under the Bankruptcy Law) on overdue
installments of interest and Liquidated Damages, if any, (without regard to any
applicable grace periods) from time to time on demand at the same rate to the
extent lawful. Interest shall be computed on the basis of a 360-day year of
twelve 30-day months.

      2. Method of Payment. The Company shall pay interest on the Series H Notes
(except Defaulted Interest) and Liquidated Damages to the Persons who are
registered Holders of Series H Notes at the close of business on the April 1 and
October 1 next preceding the Interest Payment Date, even if such Series H Notes
are canceled after such record date and on or before such Interest Payment Date,
except as provided in Section 3.07 of the Indenture with respect to Defaulted
Interest. The Series H Notes shall be payable as to principal, premium and
Liquidated Damages, if any, and interest at the office or agency of the Company
maintained for such purpose within the City and State of New York, or, at the
option of the Company, payment of interest and Liquidated Damages may be made by
check mailed to the Holders of Series H Notes at their addresses set forth in
the register of Holders, and provided that payment by wire transfer of
immediately available funds shall be required with respect to principal of, and
interest, premium and Liquidated Damages on, all Global Notes and all other
Series H Notes the Holders of which shall have provided wire transfer
instructions to the Company or the Paying Agent. Such payment shall be in such
coin or currency of the United States of America as at the time of payment is
legal tender for payment of public and private debts.

      3. Paying Agent and Security Registrar. Initially, The Bank of New York,
the Trustee under the Indenture, shall act as Paying Agent and Security
Registrar. The Company may change any Paying Agent or Security Registrar without
notice to any Holder of Series H Notes. The Company or any of its Subsidiaries
may act in any such capacity.

      4. Indenture; Security. This Series H Note is one of a duly authorized
issue of Securities of the Company, issued and issuable in one or more series
under and equally secured by a General and Refunding Mortgage Indenture, dated
as of May 1, 2001 (such Indenture as originally executed and delivered and as
supplemented or amended from time to time thereafter, together with any
constituent instruments establishing the terms of particular Securities, being
herein called the "Indenture"), between the Company and The Bank of New York,
Trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a description of the property mortgaged, pledged
and held in trust, the nature and extent of the security and the respective
rights, limitations of rights, duties and immunities of the Company, the Trustee
and the Holders of the Securities thereunder and of the terms and conditions
upon which the Securities are, and are to be, authenticated and delivered and
secured. The acceptance of this Series H Note shall be deemed to constitute the
consent and agreement by the Holder hereof to all of the terms and provisions of
the Indenture. This Series H Note is one of the series designated above. The
terms of the Series H Notes include those stated in the Indenture, the Officer's
Certificate dated April 16, 2004 (the "Officer's Certificate") and those made
part of the

<PAGE>

Indenture by reference to the Trust Indenture Act. The Series H Notes are
subject to all such terms, and Holders of Series H Notes are referred to the
Indenture and such Act for a statement of such terms. To the extent any
provision of this Series H Note conflicts with the express provisions of the
Indenture or the Officer's Certificate, the provisions of the Indenture and the
Officer's Certificate shall govern and be controlling. The Series H Notes are
general obligations of the Company initially limited to $100,000,000 aggregate
principal amount in the case of Series H Notes issued on the Issue Date.

      All Outstanding Securities, including the Series H Notes, issued under the
Indenture are secured by the lien of the Indenture on the properties of the
Company described in the Indenture. The lien of the Indenture is junior, subject
and subordinate to the prior lien of the Indenture of Mortgage dated as of
December 1, 1940 between the Company and U.S. Bank National Association and
Gerald R. Wheeler, as successor trustees.

      5. Optional Redemption.

            (a) The Company may redeem the notes at any time, either in whole or
in part at a redemption price equal to the greater of (1) 100% of the principal
amount of the Series H Notes being redeemed and (2) the sum of the present
values of the remaining scheduled payments of principal and interest on the
Series H Notes being redeemed (excluding the portion of any such interest
accrued to the date of redemption) discounted (for purposes of determining
present value) to the redemption date on a semi-annual basis (assuming a 360-day
year consisting of twelve 30-day months) at the Treasury Rate (as defined below)
plus 50 basis points, plus, in each case, accrued interest thereon to the date
of redemption.

            "Comparable Treasury Issue" means the United States Treasury
      security selected by an Independent Investment Banker as having a maturity
      comparable to the remaining term of the Series H Notes that would be
      utilized, at the time of selection and in accordance with customary
      financial practice, in pricing new issues of corporate debt securities of
      comparable maturity to the remaining term of the Series H Notes.

            "Comparable Treasury Price" means, with respect to any redemption
      date, (1) the average of the bid and asked prices for the Comparable
      Treasury Issue (expressed in each case as a percentage of its principal
      amount) on the third business day preceding such redemption date, as set
      forth in the daily statistical release (or any successor release)
      published by the Federal Reserve Bank of New York and designated
      "Composite 3:30 p.m. Quotations for U.S. Government Securities" or (2) if
      such release (or any successor release) is not published or does not
      contain such prices on such third business day, the Reference Treasury
      Dealer Quotation for such redemption date.

            "Independent Investment Banker" means one of the Reference Treasury
      Dealers appointed by the Company.

<PAGE>

            "Reference Treasury Dealer" means a primary U.S. Government
      Securities Dealer selected by the Company.

            "Reference Treasury Dealer Quotation" means, with respect to the
      Reference Treasury Dealer and any redemption date, the average, as
      determined by the Independent Investment Banker, of the bid and asked
      prices for the Comparable Treasury Issue (expressed in each case as a
      percentage of its principal amount) quoted in writing to the Independent
      Investment Banker by such Reference Treasury Dealer at or before 5:00
      p.m., New York City time, on the third business day preceding such
      redemption date.

            "Treasury Rate" means, with respect to any redemption date, the rate
      per year equal to the semi-annual equivalent yield to maturity of the
      Comparable Treasury Issue, assuming a price for the Comparable Treasury
      Issue (expressed as a percentage of its principal amount) equal to the
      Comparable Treasury Price for such redemption date.

            (b) Notwithstanding the foregoing, at any time or from time to time
on or prior to April 15, 2007, the Company may on any one or more occasions
redeem up to 35% of the aggregate principal amount of Series H Notes at a
Redemption Price of 106.25% of the principal amount thereof, plus accrued and
unpaid interest, if any, and Liquidated Damages thereon, if any, to the
Redemption Date, with the net cash proceeds of any public or private offerings
of its Equity Interests or capital contribution to the Company's equity made
with net cash proceeds of an offering by Sierra Pacific Resources; provided that
at least 65% of the aggregate principal amount of Series H Notes remain
outstanding immediately after each occurrence of such redemption excluding
Series H Notes held by the Company and its Subsidiaries; and provided, further,
that each such redemption shall occur within 120 days of the date of the closing
of such offering.

      6. Notice of Optional Redemption. Notice of optional redemption shall be
mailed at least 30 days but not more than 60 days before the Redemption Date to
each Holder whose Series H Notes are to be redeemed at its registered address.
Series H Notes in denominations larger than $1,000 may be redeemed in part but
only in whole multiples of $1,000, unless all of the Series H Notes held by a
Holder are to be redeemed. On and after the redemption date, interest and
Liquidated Damages, if any, cease to accrue on Series H Notes or portions
thereof called for redemption.

      7. Mandatory Redemption.

            (a) Other than in connection with clause (b) below or in connection
with a redemption at the option of the Holders of the Series H Notes, the
Company shall not be required to make mandatory redemption or sinking fund
payments with respect to the Series H Notes.

<PAGE>

            (b) Upon the occurrence of the events described below in clauses (1)
or (2) of this paragraph 7(b), the Company shall be required to redeem the
Series H Notes immediately, at a Redemption Price equal to 100% of the aggregate
principal amount of the Series H Notes plus accrued and unpaid interest and
Liquidated Damages, if any, on the Series H Notes to the date of redemption,
without further action or notice on the part of the Trustee or the Holders of
the Series H Notes:

                  the Company or any of its Subsidiaries that is a Significant
                  Subsidiary or any group of Subsidiaries that, taken as a
                  whole, would constitute a Significant Subsidiary pursuant to
                  or within the meaning of Bankruptcy Law:

                  (I)   commences a voluntary case,

                  (II)  consents to the entry of an order for relief against it
                        in an involuntary case,

                  (III) consents to the appointment of a custodian of it or for
                        all or substantially all of its property,

                  (IV)  makes a general assignment for the benefit of its
                        creditors, or

                  (V)   admits in writing of its inability to pay its debts
                        generally as they become due; or

                  a court of competent jurisdiction enters an order or decree
                  under any Bankruptcy Law that:

                  (I)   is for relief against the Company or any of its
                        Subsidiaries that is a Significant Subsidiary or any
                        group of Subsidiaries that, taken as a whole, would
                        constitute a Significant Subsidiary in an involuntary
                        case;

                  (II)  appoints a custodian of the Company or any of its
                        Subsidiaries that is a Significant Subsidiary or any
                        group of Subsidiaries that, taken as a whole, would
                        constitute a Significant Subsidiary or for all or
                        substantially all of the property of the Company or any
                        of its Subsidiaries that is a Significant Subsidiary or
                        any group of Subsidiaries that, taken as a whole, would
                        constitute a Significant Subsidiary; or

                  (III) orders the liquidation of the Company or any of its
                        Subsidiaries that is a Significant Subsidiary or any
                        group of Restricted Subsidiaries that, taken as a whole,
                        would constitute a Significant Subsidiary;

                  and the order or decree remains unstayed and in effect for 60
                  consecutive days.

<PAGE>

      8. Redemption at the Option of Holders. Upon the occurrence of any of the
following Triggering Events: (a) failure for 30 days to pay when due interest
on, or Liquidated Damages with respect to, the Series H Notes; (b) failure to
pay when due the principal of, or premium, if any, on the Series H Notes; (c)
failure by the Company or any of its Restricted Subsidiaries to comply with the
provisions described in Section 1(u)(i), 1(u)(ii) or 1(u)(vi) of the Officer's
Certificate; (d) failure by the Company or any of its Restricted Subsidiaries
for 30 days after notice to comply with the provisions described in Section
1(h)(iii) or (iv) of the Officer's Certificate; (e) failure by the Company or
any of its Restricted Subsidiaries for 60 days after notice to comply with any
of the other agreements in the Officer's Certificate or the Series H Notes; (f)
default under any mortgage, indenture or instrument under which there may be
issued or by which there may be secured or evidenced any Indebtedness for money
borrowed by the Company or any of its Restricted Subsidiaries (or the payment of
which is guaranteed by the Company or any of its Restricted Subsidiaries)
whether such Indebtedness or guarantee now exists, or is created after the Issue
Date, if that default (i) is caused by a failure to pay principal of, or
interest or premium, if any, on such Indebtedness prior to the expiration of the
grace period provided in such Indebtedness on the date of such default (a
"Payment Default") or (ii) results in the acceleration of such Indebtedness
prior to its express maturity, and, in each case, the principal amount of any
such Indebtedness, together with the principal amount of any other such
Indebtedness under which there has been a Payment Default or the maturity of
which has been so accelerated, aggregates $15.0 million or more; (g) failure by
the Company or any of its Subsidiaries to pay final judgments aggregating in
excess of $15.0 million, which judgments are not paid, discharged or stayed for
a period of 60 days; or (h) an event of default under the First Mortgage
Indenture (other than any such matured event of default which (i) is of similar
kind or character to the Triggering Event described in (c) or (e) above and (ii)
has not resulted in the acceleration of the securities outstanding under the
First Mortgage Indenture); provided, however, that, anything in the Officer's
Certificate to the contrary notwithstanding, the waiver or cure of such event of
default under the First Mortgage Indenture and the rescission and annulment of
the consequences thereof under the First Mortgage Indenture shall constitute a
cure of the corresponding Triggering Event and a rescission and annulment of the
consequences thereof, the Holders of at least 25% in principal amount of the
Series H Notes then Outstanding may deliver a notice to the Company requiring
the Company to redeem the Series H Notes immediately at a Redemption Price equal
to 100% of the aggregate principal amount of the Series H Notes plus accrued and
unpaid interest and Liquidated Damages, if any, on the Series H Notes to the
Redemption Date. The Holders of a majority in aggregate principal amount of the
Series H Notes then Outstanding by notice to the Company and the Trustee may on
behalf of the Holders of all of the Series H Notes waive any existing Triggering
Event and its consequences except a continuing Triggering Event related to the
payment of interest or Liquidated Damages on, or the principal of, the Series H
Notes. In the case of any Triggering Event by reason of any willful action or
inaction taken or not taken by or on behalf of the Company with the intention of
avoiding payment of the premium that the Company would have had to pay if the
Company then had elected to redeem the Series H Notes pursuant to the provisions
of Section 1(g)(i) or, prior to April 15, 2007, Section 1(g)(ii) of the
Officer's Certificate relating to redemption at the option of the Company, an
equivalent premium equal to the premium payable under Section 1(g)(i) or, prior
to April 15, 2007, Section 1(g)(ii), whichever is greater, shall also become and
be

<PAGE>

immediately due and payable to the extent permitted by law upon the redemption
of the Series H Notes at the option of the Holders thereof.

      9. Denominations, Transfer, Exchange. The Series H Notes are in registered
form without coupons in denominations of $1,000 and integral multiples of
$1,000. The transfer of Series H Notes may be registered and Series H Notes may
be exchanged as provided in the Indenture and the Officer's Certificate. The
Security Registrar and the Trustee may require a Holder of Series H Notes, among
other things, to furnish appropriate endorsements and transfer documents and the
Company may require a Holder of Series H Notes to pay any taxes and fees
required by law or permitted by the Indenture. The Company need not exchange or
register the transfer of any Series H Note or portion of a Series H Note
selected for redemption, except for the unredeemed portion of any Series H Note
being redeemed in part. Also, the Company need not exchange or register the
transfer of any Series H Notes for a period of 15 days before a selection of
Series H Notes to be redeemed or during the period between a record date and the
corresponding Interest Payment Date.

      10. Persons Deemed Owners. The registered Holder of a Series H Note may be
treated as its owner for all purposes.

      11. Amendment, Supplement and Waiver. The Indenture permits, with certain
exceptions as therein provided, the Trustee to enter into one or more
supplemental indentures for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, the Indenture with the
consent of the Holders of not less than a majority in aggregate principal amount
of the Securities of all series then Outstanding under the Indenture, considered
as one class; provided, however, that if there shall be Securities of more than
one series Outstanding under the Indenture and if a proposed supplemental
indenture shall directly affect the rights of the Holders of Securities of one
or more, but less than all, of such series, then the consent only of the Holders
of a majority in aggregate principal amount of the Outstanding Securities of all
series so directly affected, considered as one class, shall be required; and
provided, further, that if the Securities of any series shall have been issued
in more than one Tranche and if the proposed supplemental indenture shall
directly affect the rights of the Holders of Securities of one or more, but less
than all, of such Tranches, then the consent only of the Holders of a majority
in aggregate principal amount of the Outstanding Securities of all Tranches so
directly affected, considered as one class, shall be required; and provided,
further, that the Indenture permits the Trustee to enter into one or more
supplemental indentures for limited purposes without the consent of any Holders
of Securities. The Indenture also contains provisions permitting the Holders of
a majority in principal amount of the Securities then Outstanding, on behalf of
the Holders of all Securities, to waive compliance by the Company with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Series H
Note shall be conclusive and binding upon such Holder and upon all future
Holders of this Series H Note and of any Series H Note issued upon the
registration of transfer hereof or in exchange therefor or in lieu hereof,
whether or not notation of such consent or waiver is made upon this Series H
Note.

<PAGE>

      12. Events of Default. If an Event of Default shall occur and be
continuing, the principal of this Series H Note may be declared due and payable
in the manner and with the effect provided in the Indenture.

      13. No Recourse Against Others. As provided in the Indenture, no recourse
shall be had for the payment of the principal of or premium, if any, or interest
on any Securities, or any part thereof, or for any claim based thereon or
otherwise in respect thereof, or of the indebtedness represented thereby, or
upon any obligation, covenant or agreement under the Indenture, against, and no
personal liability whatsoever shall attach to, or be incurred by, any
incorporator, stockholder, officer or director, as such, past, present or future
of the Company or of any predecessor or successor corporation (either directly
or through the Company or a predecessor or successor corporation), whether by
virtue of any constitutional provision, statute or rule of law, or by the
enforcement of any assessment or penalty or otherwise; it being expressly agreed
and understood that the Indenture and all the Securities are solely corporate
obligations and that any such personal liability is hereby expressly waived and
released as a condition of, and as part of the consideration for, the execution
of the Indenture and the issuance of the Securities.

      14. Authentication. Unless the certificate of authentication hereon has
been executed by the Trustee or an Authenticating Agent by manual signature,
this Series H Note shall not be entitled to any benefit under the Indenture or
be valid or obligatory for any purpose.

      15. Transfer and Exchange.

            (a) As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Series H Note is registrable in the
Security Register, upon surrender of this Series H Note for registration of
transfer at the Corporate Trust Office of The Bank of New York in New York, New
York or such other office or agency as may be designated by the Company from
time to time, duly endorsed by, or accompanied by a written instrument of
transfer in form satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in writing, and
thereupon one or more new Series H Notes of this series of authorized
denominations and of like tenor and aggregate principal amount, will be issued
to the designated transferee or transferees.

            (b) No service charge shall be made for any such registration of
transfer or exchange, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

            (c) Prior to due presentment of this Series H Note for registration
of transfer, the Company, the Trustee and any agent of the Company or the
Trustee may treat the Person in whose name this Series H Note is registered as
the absolute owner hereof for all purposes, whether or not this Series H Note be
overdue, and neither the Company, the Trustee nor any such agent shall be
affected by notice to the contrary.

      16. Governing Law. THE SERIES H NOTES SHALL BE GOVERNED BY AND CONSTRUED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

<PAGE>

      17. Definition of "Business Day" and Other Terms. As used herein,
"Business Day" shall mean any day, other than Saturday or Sunday, on which
commercial banks are open for business, including dealings in deposits in U.S.
dollars, in New York. All other terms used in this Series H Note which are
defined in the Indenture or the Officer's Certificate shall have the meanings
assigned to them in the Indenture or the Officer's Certificate, as applicable,
unless otherwise indicated.

      18. Abbreviations. Customary abbreviations may be used in the name of a
Holder of Series H Notes or an assignee, such as: TEN COM (= tenants in common),
TEN ENT (= tenants by the entireties), JT TEN joint tenants with right of
survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (=
Uniform Gifts to Minors Act).

      19. Additional Rights of Holders of Restricted Global Notes and Restricted
Definitive Notes. In addition to the rights provided to Holders of Series H
Notes under the Indenture, Holders of Restricted Global Notes and Restricted
Definitive Notes shall have all the rights set forth in the Registration Rights
Agreement dated as of April 16, 2004 between Sierra Pacific Power Company and
the parties named on the signature pages thereof (the "Registration Rights
Agreement").

      20. CUSIP Numbers. Pursuant to a recommendation promulgated by the
Committee on Uniform Security Identification Procedures, the Company has caused
CUSIP numbers to be printed on the Series H Notes and the Trustee may use CUSIP
numbers in notices of redemption as a convenience to Holders of Series H Notes.
No representation is made as to the accuracy of such numbers either as printed
on the Series H Notes or as contained in any notice of redemption and reliance
may be placed only on the other identification numbers placed thereon.

      The Company shall furnish to any Holder of Series H Notes upon written
request and without charge a copy of the Indenture and/or the Registration
Rights Agreement. Requests may be made to:

                          Sierra Pacific Power Company
                                 6100 Neil Road
                                 P.O. Box 10100
                             Reno, Nevada 89520-0400
                       Attention: Chief Financial Officer

<PAGE>

      IN WITNESS WHEREOF, the Company has caused this instrument to be duly
executed.

                                              SIERRA PACIFIC POWER COMPANY


                                              By: ____________________________
                                                  Michael W. Yackira
                                                  Executive Vice President and
                                                  Chief Financial Officer

                          CERTIFICATE OF AUTHENTICATION

            This is one of the Securities of the series designated therein
referred to in the within-mentioned Indenture.

Dated: April ___, 2004

                                              THE BANK OF NEW YORK, as Trustee

                                              By: ______________________________
                                                  Authorized Signatory

<PAGE>

            SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE***

      The following exchanges of a part of this Global Note for an interest in
another Global Note or for a Definitive Note, or exchanges of a part of another
Global Note or Definitive Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
                                                                        PRINCIPAL AMOUNT OF
                                                                         THIS GLOBAL NOTE         SIGNATURE OF
                          AMOUNT OF DECREASE     AMOUNT OF INCREASE       FOLLOWING SUCH      AUTHORIZED SIGNATORY
       DATE OF           IN PRINCIPAL AMOUNT    IN PRINCIPAL AMOUNT       DECREASE (OR        OF TRUSTEE OR NOTE
      EXCHANGE           OF THIS GLOBAL NOTE    OF THIS GLOBAL NOTE         INCREASE)              CUSTODIAN
      --------           -------------------    -------------------     -------------------   --------------------
<S>                      <C>                    <C>                     <C>                   <C>
</TABLE>

----------
***   This should be included only if the Note is issued in global form.

<PAGE>

                                 ASSIGNMENT FORM

  To assign this Series H Note, fill in the form below: (I) or (we) assign and
                         transfer this Series H Note to

________________________________________________________________________________
                  (Insert assignee's soc. sec. or tax I.D. no.)

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________

________________________________________________________________________________
              (Print or type assignee's name, address and zip code)

and irrevocably appoint ________________________________________________________
to transfer this Series H Note on the books of the Company. The agent may
substitute another to act for him.

________________________________________________________________________________

Date:
Your Signature: ________________________________________________________________
      (Sign exactly as your name appears on the face of this Series H Note)

                               SIGNATURE GUARANTEE

________________________________________________________________________________

                        Signatures must be guaranteed by an "eligible guarantor
                        institution" meeting the requirements of the Security
                        Registrar, which requirements include membership or
                        participation in the Security Transfer Agent Medallion
                        Program ("STAMP") or such other "signature guarantee
                        program" as may be determined by the Security Registrar
                        in addition to, or in substitution for, STAMP, all in
                        accordance with the Securities Exchange Act of 1934, as

<PAGE>

                        amended.

<PAGE>

                       OPTION OF HOLDER TO ELECT PURCHASE

      If you want to elect to have this Series H Note purchased by the Company
pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of Control) or
1(h)(iv) (Offer to Purchase Upon Application of Excess Proceeds) of the
Officer's Certificate, check the box below:

      | |  Section 1(h)(iii) (Offer to    | |  Section 1(h)(iv) (Offer to
           Purchase upon Change of             Purchase Upon Application of
           Control)                            Excess Proceeds)

      If you want to elect to have only part of the Series H Note purchased by
the Company pursuant to Section 1(h)(iii) (Offer to Purchase upon Change of
Control) or 1(h)(iv) (Offer to Purchase Upon Application of Excess Proceeds) of
the Indenture, state the amount you elect to have purchased:

      $_______________________

Date:


Your Signature: ________________________________________________________________
      (Sign exactly as your name appears on the face of the Series H Note)

Tax Identification No.: ________________________________________________________

                               SIGNATURE GUARANTEE

________________________________________________________________________________

                        Signatures must be guaranteed by an "eligible guarantor
                        institution" meeting the requirements of the Security
                        Registrar, which requirements include membership or
                        participation in the Security Transfer Agent Medallion
                        Program ("STAMP") or such other "signature guarantee
                        program" as may be determined by the Security Registrar
                        in addition to, or in substitution for, STAMP, all in
                        accordance with the Securities Exchange Act of 1934, as
                        amended.